Certain U. S. Subsidiaries Schedule 1.01(i) Closing Date Foreign Subsidiary Borrower Agreements Schedule 2.01 Commitments Schedule 2.04(a) Swingline Dollar Commitments Schedule 2.04(b) Swingline Foreign Currency Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Specified Transaction Documents Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.18 Mortgaged Properties Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, XXXXXX COMMERCIAL PAPER INC., and DEUTSCHE BANK SECURITIES INC., each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity, the "Documentation Agent"). Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), (a) the Equity Contributions were made, (b) the financing transactions described in this preamble were consummated, (c) the Xxxxx Equity Contribution, the Xxxxx Loan, the Newco UK Equity Contribution, the Newco UK Loan, the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans were consummated, (d) the Stock Purchases were consummated, and (e) fees and expenses (the "Transaction Costs") incurred in connection with the Transactions were paid.
Certain U. S. Shareholders (such as corporations and individual retirement accounts) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Shareholders should enter the appropriate exempt payee code on IRS Form W-9. See the enclosed IRS Form W-9 for instructions. A U.S. Shareholder that is not a U.S. person and is not acting on behalf of a U.S. person should not complete IRS Form W-9. Instead, to establish an exemption from backup withholding, such U.S. Shareholder should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Transfer Agent or on the IRS website (wxx.xxx.xxx).
Certain U. S. federal income tax consequences of the sale of Shares pursuant to the Offer and the conversion of Shares pursuant to the Merger are described in Section 5. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE TENDER OFFER
Certain U. S. FEDERAL INCOME TAX CONSEQUENCES The receipt of cash for Shares pursuant to the Offer or in the Merger will be a taxable transaction for U.S. federal income tax purposes under the Code and may also be a taxable transaction under applicable state, local or foreign tax laws. In general, a stockholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount of cash received in exchange for the Shares sold and such stockholder's adjusted tax basis in such Shares. Assuming the Shares constitute capital assets in the hands of the stockholder, such gain or loss will be capital gain or loss. In the case of an individual stockholder, such capital gain generally will be subject to a maximum federal income tax rate of 20% if the individual has held the Shares for more than one year. Gain or loss will be calculated separately for each block of Shares tendered pursuant to the Offer or converted pursuant to the Merger. The deductibility of capital losses is subject to certain limitations. Prospective investors should consult their own tax advisors in this regard. In general, in order to prevent backup federal income tax withholding at a rate of 31% on the cash consideration to be received in the Offer or pursuant to the Merger, each stockholder who is not otherwise exempt from such requirements must provide such stockholder's correct taxpayer identification number (and certain other information) by completing the Substitute Form W-9 in the Letter of Transmittal. THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF STOCKHOLDERS, INCLUDING BROKER-DEALERS, STOCKHOLDERS WHO ACQUIRED SHARES PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION, INDIVIDUALS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS.
Certain U. S. Federal and French Income Tax Consequences of the Merger... viii
Certain U. S. persons employed by Weatherford in the United States and abroad played instrumental roles in executing the Iran UBD contract and organizing Weatherford resources to fulfill those contracts. These U.S.-person employees knew that it was against U.S. law to be involved in exports in support of Xxxxxxxxxxx'x business in Iran. A Weatherford manager actively coordinated activities in the company to ensure completion of the UBD project in Iran, regardless of U.S. prohibitions. This manager was aware that he could not be involved in this business and took steps to conceal his involvement by using code words to refer to Iran in written correspondence. Others at Weatherford gave advice and directions concerning execution of the project, including occasionally directing the activities of non-U .S. person employees involved in the contract. 34. Late in 2002, XXXXX assessed the soil of certain oil fields in Iran to determine whether drilling could be accomplished by using Xxxxxxxxxxx'x state-of-the-art UBD technology and equipment. WOTME and XXXX had been engaged in discussions about potential UBD services from as early as 1999 until August of 2003. 35. On August 8, 2003, WOTME agreed to provide UBD equipment to the NIDC and to provide associated technical and operational support. The contract required the price of equipment to be paid up front and the price of services to be paid in installments over two years. The contract also included an extended ten year spare parts provision. During the execution of this contract, WOTME and Weatherford were involved in the export of certain items from the United States to Iran without the required U.S. Government authorization. 36. On August 28, 2003, XXXXX entered into a written contract to provide oil services and equipment to Iran, in return for payments from the NIDC totaling approximately $15.3
Certain U. S. REGULATIONS
Certain U. S. Subsidiaries Schedule 1.01(i) Closing Date Foreign Subsidiary Borrower Agreements Schedule 2.01 Commitments Schedule 2.04(a) Swingline Dollar Commitments Schedule 2.04(b) Swingline Foreign Currency Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Specified Transaction Documents Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.18 Mortgaged Properties Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.03 Sale and Lease-Back Transactions Schedule 6.04(h) Existing Investments Schedule 6.04(u) Permitted Intercompany Investments Schedule 6.07 Transactions with Affiliates
Certain U. S. state and local Taxes. In the case of any Tax ---------------------------------- Indemnitee, any Tax (other than a sales, use, rental or value-added tax) which is imposed by any government or other taxing authority of or in any state of the United States and which is imposed on, based on or measured by the gross or net income, gross or net receipts, earnings, gains, capital stock or net worth of such Tax Indemnitee (including any such Tax collected by withholding at source);
Certain U. S. FEDERAL INCOME TAX CONSEQUENCES The following description summarizes the material United States federal income tax consequences of the Offer to the holders of Shares accepting the Offer. It is based on the Internal Revenue Code of 1986, as amended ("Code"), regulations under the Code, and court and administrative rulings and decisions in effect on the date of the Offer, all of which are subject to change, possibly retroactively. Any change could affect the continuing validity of the tax consequences described in this Offer to Purchase. LCC has not requested and will not request an advance ruling from the Internal Revenue Service, nor will it be securing any tax opinions, as to the tax consequences of the Offer. This description is not binding on the Internal Revenue Service, and there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.
